Page 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-Q


( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 1999

Commission File Number 1-6798

                               ------------------


                        TRANSAMERICA FINANCE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                            95-10977235
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (415) 983-4000
              (Registrant's telephone number, including area code)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  3 months  (or for  such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Number of  shares of Common  Stock, $10  par value, outstanding  as  of
close of business on April 28, 1999: 1,464,285.


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TRANSAMERICA FINANCE CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Finance  Corporation  and  Subsidiaries  (the  "Company")  for the
periods  ended  March  31,  1999 and 1998,  do not  include  complete  financial
information and should be read in conjunction  with the  Consolidated  Financial
Statements  filed with the  Commission on Form 10-K for the year ended  December
31,  1998.  The  financial  information  presented in the  financial  statements
included in this report  reflects  all  adjustments,  consisting  only of normal
recurring  accruals,  which are, in the opinion of  management,  necessary for a
fair  statement of results for the interim  periods  presented.  Results for the
interim  periods are not  necessarily  indicative  of the results for the entire
year for most of the Company's businesses.

                                    * * * * *

         On February 18, 1999,  Transamerica  Corporation, which owns all of the
Company's  outstanding  common  stock, announced  that it had  signed  a  merger
agreement with AEGON N.V.  (AEGON)  providing for AEGON's  acquisition of all of
Transamerica's  outstanding  common  stock for a  combination  of cash and AEGON
stock worth $9.7  billion.  The merger is expected to close during the summer of
1999.

         The  consolidated  ratios of earnings to fixed charges were computed by
dividing net income before fixed charges and income taxes by the fixed  charges.
Fixed  charges  consist of  interest  and debt  expense  and  one-third  of rent
expense, which approximates the interest factor.



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<TABLE>

                                      TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                                        ---------

                                                 CONSOLIDATED BALANCE SHEET

                                         (Amounts in millions except for share data)

<CAPTION>


                                                                                 March 31,       December 31,
                                                                                    1999             1998 
<S>                                                                                 <C>               <C>    


Assets:
Cash and cash equivalents                                                       $      50.7      $      51.2
Finance receivables                                                                 7,277.1          6,943.7
Less unearned fees ($517.4 in 1999 and
        $521.2 in 1998) and allowance for losses                                      646.2            645.3
                                                                                -----------      -----------
                                                                                    6,630.9          6,298.4

Property and equipment,  less  accumulated
    depreciation of $1,358.7 in 1999 and
    $1,300 in 1998:
            Land, buildings and equipment                                              52.7             49.1
Equipment held for lease                                                            3,040.5          3,038.0
Goodwill, less accumulated amortization of
    $177.6 in 1999 and $172.6 in 1998                                                 426.5            423.4
Assets held for sale                                                                  177.7            180.8
Other assets                                                                          764.6            758.7
                                                                                -----------      -----------
                                                                                $  11,143.6      $  10,799.6
                                                                                ===========      ===========


Liabilities and Stockholder's Equity:
Debt:
        Unsubordinated                                                          $   7,702.7      $   7,365.4
        Subordinated                                                                  413.2            433.2
                                                                                -----------      -----------

                  Total Debt                                                        8,115.9          7,798.6

Accounts payable and other liabilities                                                952.6          1,004.1
Income taxes payable                                                                  435.6            407.0

Stockholder's equity:
    Preferred stock - authorized, 250,000 shares
        without par value: none issued
    Common stock - authorized, 2,500,000 shares of
        $10 par value; issued and outstanding
        1,464,285 shares                                                               14.6             14.6
    Additional paid-in capital                                                      1,575.5          1,532.9
    Retained earnings                                                                  72.4             48.0
    Component of other cumulative
        comprehensive income:
        Foreign currency translation adjustments                                      (23.0)            (5.6)
                                                                                -----------      -----------
                  Total Stockholder's Equity                                        1,639.5          1,589.9
                                                                                -----------      -----------
                                                                                $  11,143.6      $  10,799.6
                                                                                ===========      ===========

</TABLE>

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<TABLE>

                              TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                                  --------

                                      CONSOLIDATED STATEMENT OF INCOME

                                           (Amounts in millions)


<CAPTION>

                                                                               Three months ended
                                                                                    March 31,
                                                                               1999           1998
<S>                                                                             <C>            <C>    

REVENUES
Finance charges and other fees                                             $    196.1     $    167.1
Leasing revenues                                                                170.3          185.7
Other                                                                            47.1           19.5
                                                                           ----------     ----------
        Total revenues                                                          413.5          372.3

EXPENSES
Interest and debt expense                                                       109.3           94.3
Depreciation on equipment held for lease                                         71.6           67.5
Salaries and other operating expenses                                           169.2           14.3
Provision for losses on receivables                                              20.9          154.5
                                                                           ----------     ----------
        Total expenses                                                          371.0          330.6

Income before income taxes                                                       42.5           41.7
Income taxes                                                                     18.1           14.2
                                                                           ----------     ----------

Net Income                                                                 $     24.4     $     27.5
                                                                           ==========     ==========

Ratio of earnings to fixed charges                                               1.37           1.41
                                                                           ==========     ==========


</TABLE>


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<TABLE>

                               TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                                  --------

                                     CONSOLIDATED STATEMENT OF CASH FLOWS

                                             (Amounts in millions)

<CAPTION>


                                                                                       Three months ended
                                                                                             March 31, 
                                                                                       1999           1998
<S>                                                                                     <C>            <C>    

OPERATING ACTIVITIES
Net income                                                                       $     24.4       $     27.5
Adjustments to reconcile net income
     to net cash provided by operating activities:
         Depreciation and amortization                                                 79.2             72.8
         Provision for losses on receivables                                           20.9             14.3
         Amortization of discount on long-term debt                                     3.6              2.9
         Change in accounts payable and other liabilities                             (79.1)          (166.7)
         Change in income taxes payable                                                18.0             50.1
         Other                                                                        (62.5)           180.3
                                                                                 ----------       ----------
Net cash provided by operating activities                                               4.5            181.2

INVESTING ACTIVITIES
Finance receivables originated                                                     (5,716.8)        (4,791.9)
Finance receivables collected and sold                                              5,361.9          4,582.7
Purchase of property and equipment                                                   (128.9)           (86.9)
Sales of property and equipment                                                        11.2             36.3
Purchase of finance receivables from Whirlpool Finance Corporation                                    (351.9)
Other                                                                                  91.1             (9.8)
                                                                                 ----------       ----------
Net cash used by investing activities                                                (381.5)          (621.5)

FINANCING ACTIVITIES
Proceeds from debt financing                                                        2,250.2            956.8
Payment of debt                                                                    (1,916.2)          (590.2)
Capital contributions from parent                                                      42.5             38.3
                                                                                 ----------       ----------

Net cash provided by financing activities                                             376.5            404.9
                                                                                 ----------       ----------

Decrease in cash and cash equivalents                                                  (0.5)           (35.4)
Cash and cash equivalents at beginning of year                                         51.2             70.1
                                                                                 ----------       ----------
     Cash and cash equivalents at end of period                                  $     50.7       $     34.7
                                                                                 ==========       ==========

</TABLE>





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<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                              (Amounts in millions)

<CAPTION>
 

                                                     Three months ended
                                                           March 31,
                                                  1999               1998

<S>                                               <C>                <C>    


Balance at beginning of year                    $    48.0       $
Net income                                           24.4             27.5
                                                ---------       ----------

Balance at end of period                        $    72.4         $   27.5
                                                =========         ========

</TABLE>


Item 2.  Management's Narrative Analysis of Results of Operations

<TABLE>


                             REVENUES AND INCOME BY LINE OF BUSINESS
                                     (Amounts in millions)

<CAPTION>


                                                       Three months ended March 31,
                                                      Revenues              Income
                                                   1999      1998       1999       1998
<S>                                                 <C>       <C>        <C>        <C>   


Commercial lending                              $ 205.4    $ 164.6    $  18.6    $  18.0
Leasing                                           202.9      203.2       12.9       15.6
Other                                               5.2        4.5       (2.4)      (2.7)
Amortization of goodwill                                                 (4.7)      (3.4)
                                                -------    -------    -------    -------
                                                $ 413.5    $ 372.3    $  24.4    $  27.5
                                                =======    =======    =======    =======

</TABLE>


Commercial Lending

         Commercial  lending net income for the first  quarter of 1999 was $14.4
million compared to $15.1 million for the first quarter of 1998. Income,  before
the amortization of goodwill,  for the first quarter of 1999 increased  $600,000
(3%) from the first  quarter of 1998.  Operating  results for 1999 include after
tax gains of $500,000 on the sale and securitization of inventory  floorplan and
equipment lease finance receivables.  Prior year operating results included a $3
million tax benefit from tax matters  resolved in 1998, a $2.1 million after tax
charge for losses and  restructuring  of the insurance  premium finance business
and a $2.1 million  gain on the sale and  securitization  of  floorplan  finance
receivables.  Excluding the above items,  commercial  lending  income before the
amortization of goodwill  increased $3.1 million (21%) over the first quarter of
1998.  Higher average net receivables  outstanding  contributed to the growth in
operating income.

         Revenues in the first  quarter of 1999  increased  $40.8  million (25%)
over the first quarter of 1998  principally as a result of growth in average net
receivables  outstanding  and higher  servicing and other income on  securitized
receivables.



<PAGE>

Page 7

         Interest expense  increased $15.4 million (32%) in the first quarter of
1999 as compared to the comparable 1998 period due to a higher average  interest
rate on borrowings and to higher average  outstanding debt as a result of growth
in average net receivables.  Operating  expenses rose $15.7 million (20%) mainly
as result of startup  costs  related to product line  expansion and servicing of
receivables.  The provision  for losses on  receivables  increased  $4.3 million
(31%) due primarily to higher credit losses.  Credit losses,  net of recoveries,
on an annualized  basis as a percentage of average net  receivables  outstanding
were 1.02% for the first quarter of 1999 compared to 0.57% for the first quarter
of 1998.

         Net  commercial  finance  receivables  outstanding  at  March  31,1999,
increased  $327.4 million (6%) from December 31, 1998 due to continued growth in
each business unit.  During the first quarter of 1999,  the  commercial  lending
operation  securitized  $275 million of floorplan  and  equipment  lease finance
receivables.  Management has  established an allowance for losses equal to 1.91%
of net commercial finance receivables  outstanding as of March 31, 1999 compared
to 1.99% at December 31, 1998.

         Delinquent  receivables  are  defined  as the  instalment  balance  for
inventory finance and business credit asset based lending  receivables more than
60 days past due, and the receivables  balance for all other receivables over 60
days past due.  At March  31,1999,  delinquent  receivables  were $74.8  million
(1.18%  of  receivables   outstanding)  compared  to  $98.6  million  (1.63%  of
receivables  outstanding) at December 31, 1998. The decline  resulted from lower
delinquency in the equipment leasing portfolio.

         Nonearning  receivables are defined as balances from borrowers that are
more than 90 days delinquent for non credit card  receivables or at such earlier
time  as  full  collectibility  becomes  doubtful.   Nonearning  receivables  on
revolving  credit  card  accounts  are  defined as balances  from  borrowers  in
bankruptcy and accounts for which full  collectibility  is doubtful.  Accrual of
finance charges is suspended on nonearning  receivables  until such time as past
due amounts are collected.  Nonearning  receivables were $59.7 million (0.94% of
receivables  outstanding)  at March 31, 1999 compared to $65.7 million (1.09% of
receivables outstanding) at December 31, 1998.

Leasing

         In the first quarter of 1999, the leasing operation reported net income
of $12.4 million compared to $15.1 million in the first quarter of 1998. Income,
before the  amortization  of goodwill,  for the first quarter of 1999  decreased
$2.7 million  (18%)  primarily due to fewer  container  units on hire and higher
operating  costs which were partially  offset by a $4.9 million benefit from the
termination of a tax-based  leveraged lease and improved  earnings from a larger
portfolio of finance leases.

         Revenues  were flat between the first  quarter of 1999 and 1998.  Trade
imbalances  between Asia, the United States and Europe  reduced  revenues due to
lower  levels  of  containers  on-hire  and per  diem  rates.  Offsetting  these
decreases were increased revenue from a larger portfolio of finance leases, more
on-hire  chassis  and  the  previously  mentioned  favorable  termination  of  a
tax-based leveraged lease arrangement.

         Expenses  for 1999  increased  from 1998 as a result of more  strategic
positioning  expenditures associated with the movement of container equipment to
meet  anticipated  demand in the Asian market and higher  interest  costs on the
larger portfolio of finance leases.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 77% for
the first  quarter of 1999  compared to 79% in the first  quarter of 1998.  Rail
trailer utilization was 81% for the first quarter of 1999 compared to 79% in the
first  quarter  of 1998.  European  trailer  utilization  was 80% for the  first
quarter of 1999 compared to 90% in the first quarter of 1998. However,  European
trailer revenue was unaffected as higher  long-term rental revenues offset lower
short term rental  revenues  associated  with less on hires due to a softness in
industrial economic activity in key European markets.

<PAGE>

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Other

     The loss from other  operations  for the first quarter of 1999 was $300,000
less than the same period of 1998.  This  decrease  primarily  resulted from the
improved performance of the reverse mortgage portfolio, which is held for sale.

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive  Income,  comprehensive income for the nine months ended March 31,
1999 and 1998 comprised (amounts in millions):

<TABLE>
<CAPTION>


                                                                    Three months ended
                                                                        March 31,
                                                                   1999             1998
<S>                                                                 <C>              <C>   


Net Income                                                      $    24.4        $    27.5
Other comprehensive income, net of tax:
    Foreign currency translation adjustments                        (17.4)            (2.7)
                                                                ---------        ---------

Comprehensive income                                            $     7.0        $    24.8
                                                                =========        =========

</TABLE>


Derivatives

         The  operations  of the Company  are  subject to risk of interest  rate
fluctuations  to the extent  that there is a  difference  between the cash flows
from the  Company's  interest-earning  assets and the cash flows  related to its
liabilities  that mature or are  repriced in  specified  periods.  In the normal
course of its operations, the Company hedges some of its interest rate risk with
derivative financial instruments.  These derivatives comprise primarily interest
rate swap agreements

         Derivative financial instruments with a notional amount of $2.3 billion
at March 31, 1999 and $1.6 billion at December 31, 1998 and designated as hedges
of the Company's liabilities were outstanding.

         While  the   Company  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit rating of the counterparties. At March 31, 1999, the derivative financial
instruments  discussed  above were issued by financial  institutions  rated A or
better by one or more of the major credit rating agencies. The fair value of the
Company's  liability  hedges at March 31, 1999 and  December  31, 1998 was a net
benefit of $113.5 million and $59.9 million comprising agreements with aggregate
gross benefits of $118.4 million and $62.2 million and agreements with aggregate
gross obligations of $4.9 million and $2.3 million.

Year 2000 Issue

         The Company has developed a plan to modify its  information  systems to
ensure  the  readiness  of our  business  applications,  operating  systems  and
hardware on mainframes,  servers and personal computers, and wide and local area
networks to recognize  the Year 2000.  The plan also  addresses  non-information
technology  embedded  software  and  equipment,  the  readiness  of key business
partners, and updating business continuity plans.

         The project has four phases:  (1) problem  determination,  (2) planning
and resource acquisition, (3) remediation and (4) testing and acceptance. During
phase one, the Company determined the size and scope of the problem and prepared
an inventory of the hardware,  software,  interfaces and other items that may be
affected.  In  addition,  software  code was  scanned  and  third  parties  were
contacted  to  determine  the status of their  efforts.  During  phase two,  the
Company assessed the risks and decided whether to fix, replace, discard, or test
the items  identified  in the  inventory,  prepared a project plan and allocated
appropriate  resources as necessary.  Phase three covers  remediation where date
occurrences  in  internally  maintained  systems are analyzed and  corrected and
software  and  hardware are replaced  where  necessary.  In addition,  operating
systems  that  interface  with  outside  parties are examined in more detail and
modified  if  required.  Phase  four  includes  testing  and  acceptance  of all
software, hardware, third party interfaces and related items to ensure they will
work in a number of different Year 2000 scenarios.

<PAGE>

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         The most  significant  categories of outside parties to the Company are
financial  institutions,  software  vendors,  third party service  providers and
utility  providers  (gas,  electric  and   telecommunications).   The  Company's
assessment  of its key business  partners  continues.  Surveys have been mailed,
follow up contacts are underway and  strategies  are being  developed to address
issues as they are  identified.  This effort is  expected to continue  well into
1999.

         Following is the status of the Company's Year 2000  compliance  efforts
for critical systems at each of its business segments.

         The commercial lending operation had completed substantially all of the
remediation  phase as of March 31, 1999. As of March 31, 1999,  testing was well
underway  and is  expected  to be  substantially  finished  by  June  1999.  The
commercial lending operating systems in Europe,  which affect a small percentage
of the business, are being developed and tested for implementation in July 1999.

         The leasing  operation had completed the remediation and testing phases
as of March 31,  1999.  In addition to the systems  remediated  and tested,  the
customer service,  fleet management and equipment repair and maintenance  system
is scheduled for replacement in June 1999.

         The projected  total cost  associated  with required  modifications  to
become ready for the Year 2000 is  approximately  $10  million.  These costs are
being expensed as incurred and funded through operations. At this time there can
be no assurance that these estimates will not be exceeded and actual results may
differ  significantly  from those projected.  Some factors that may cause actual
expenditures to differ include the  availability  and cost of trained  personnel
and the ability to locate and  correct  all  relevant  computer  problems.  This
estimate  includes internal costs, but excludes the costs to upgrade and replace
systems in the normal  course of  business.  The total  amount  expended  on the
project  through March 31, 1999,  was $7.7 million.  The Company does not expect
the project to have a significant  effect on its financial  condition or results
of operations.

         The Company believes it will achieve Year 2000 readiness;  however, the
size and complexity of its systems and the need for them to interface with other
systems  internally  and with those of  customers,  vendors,  partners and other
outside  parties,  creates  the  possibility  that  some of  these  systems  may
experience Year 2000 problems.  Specific  factors that give rise to this concern
include  a  possible  loss of  qualified  resources,  failure  to  identify  and
remediate all affected systems, noncompliance by third parties whose systems and
operations interface with the Company's systems and other similar uncertainties.
The  Company  is   developing   contingency   plans  to  minimize  any  possible
disruptions.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits.
                12     Computation of Ratio of Earnings to Fixed Charges.
                27     Financial Data Schedule.
(b)      Reports on Form 8-K.
                None.

                                              Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRANSAMERICA FINANCE CORPORATION
(Registrant)




Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)

Date:    April 29, 1999